(a) Problem the project solves

AI coding agents have made code nearly free to produce and bugs nearly free to find, so submission volume is now unbounded while maintainer attention is fixed and mostly unpaid. Funders who want to support open source can easily reward activity, but activity is now cheap to fake, and good contributors (human or agent) are hard to tell apart from volume. The scarce thing is a human deciding what to accept. Slop Cash is a funding rail that pays contributors from project-funded monthly pools for work a maintainer merged, not work that was submitted, using GitHub as the source of truth.

(b) Operational priorities

Ongoing development and operations are the responsibility of the two founders, Drew Pierson (Operator and sole officer of Slop Cash, S.P.) and Shaw Walters, who work as independent contractors to the S.P. There are no other employees and no Labs or DevCo entity. Development and operations are funded from the Slop Cash, S.P. treasury, which receives the proceeds of the $SLOP auction. A capped monthly operating disbursement of US$35,000, enforced by the treasury contract, covers staff (the two founders), infrastructure, go-to-market and legal and admin costs. Any spending above the cap, and any change to the cap, requires approval through a decision market traded by $SLOP holders.

Slop is pre-revenue. It earns fees only once a project switches payments on, and no project has. The published schedule (slop.cash): 2% of each payout, deducted from the approved award (an approved 100 USDC pays 98 to the contributor and 2 to Slop); 2% of any unused funds a project withdraws from its vault; and 25% of each private security award, with 75% to the researcher. Changes to the schedule are governed by $SLOP decision markets.

Near-term priorities: onboarding funded projects, the first private security bounty program, switching payouts on network by network, and keeping settlement fail-closed.

(c) High-level project overview

1. A project publishes a public manifest declaring a monthly pool cap and a contributor skill for AI coding agents.
2. 2. Contributors point any agent at the repository. There is no task assignment, claiming or reservation.
3. 3. A run can emit a device-signed receipt recording the provider, exact model, client and token counts.
4. 4. Public, deterministic scoring counts merged pull requests and reviews that changed the outcome of a pull request before it merged. Nothing else scores.
5. 5. When a month ends, the project owner has 72 hours to adjust or finalize the allocation privately, within the project's monthly cap; after the cutoff the allocation is frozen. There is no public review period.
6. 6. Payouts are in stablecoins (USDC, or USDG on Robinhood Chain) or, if a project chooses, its own existing token. A project that has funded its vault and enabled payments pays the frozen allocation automatically from the vault contract; the payment transaction is submitted by the project or by any third party, never by Slop. Payouts count as paid only once a verifier confirms finalized onchain transfers match the allocation exactly.
7. 7. A project can also run a private security bounty on the same rail: a fixed amount per critical finding, reported through GitHub's private advisory route and confirmed by a human before anything pays.

Slop holds no project or sponsor funds today: no project has funded a vault or switched payments on. The vault contracts that let a project pre-fund awards are deployed on Base, Ethereum, Solana and Robinhood Chain (24 October 2026) and are switched on per network by explicit decision; none is active as of filing. Slop operates two narrow keys around them: an identity attester that co-signs contributor-signed wallet bindings and each funded project's monthly allocation within the owner's cap, and a fee wallet that receives and converts Slop's fees. Slop operates no payment relayer. The contracts have had AI-assisted internal security reviews; the project owner waived an independent audit on 24 October 2026. The product is tokenless: pools, awards and payouts stay in stablecoins or a project's own token, never in $SLOP, and no one needs $SLOP to fund, contribute, review, report or get paid. Live record: https://record.slop.cash. Code (MIT): https://github.com/SlopDotCash.

(d) Primary token functions

$SLOP is the governance token of Slop Cash, S.P. Holders direct the S.P. treasury through Umia decision markets: treasury management and any spending beyond the monthly disbursement; ecosystem and contributor programs (the 14% allocation is released only through approved programs); changes to Slop's own fee schedule; and major protocol decisions, including dissolution of the entity.

$SLOP does not govern funds a project commits to its own contributors, individual payout lines, whether a pull request merges, the score of any contribution, or a maintainer's decision to approve, hold or exclude work. $SLOP is not equity, carries no ownership interest in the S.P. (which has no shares), and carries no right to dividends, revenue or profit distributions. It is not required to use the product. Total supply at TGE is 100,000,000, with no scheduled inflation, no staking emissions and no per-pull-request emission. New tokens can be minted, or tokens burned, only if a decision market resolves in favour; neither the Operator nor the team can mint.

(e) Control surface reliance

Operational control sits with the S.P. Operator (Drew Pierson) for the capped monthly disbursement and day-to-day operations. Upgrades to the $SLOP token, treasury and decision-market contracts require a 3-of-6 multisig with a 2-day timelock. Slop's own vault contracts are separate: the project team holds the upgrade keys for the EVM factories and vaults and for the Solana program, with no timelock, plus the identity attester and fee wallet keys described in 12b. Umia S.P.'s temporary powers to relay proposals and pause individual decision markets have no published end date or condition as of filing; they end only when Umia S.P. gives them up, which is its own unilateral action. Treasury decisions beyond the disbursement cap pass through decision markets traded by $SLOP holders. The founders may later form a separate services company ("Labs") to carry out development work for the S.P. under a written, arm's-length agreement. Labs would not own Slop intellectual property, and engaging it would follow the S.P.'s conflict rules. No such entity exists as of filing.

Labs / DevCo

Foundation

DAO / Onchain Governance

(a) IP ownership & control

No DAO entity exists. No DAO owns or controls intellectual property. Slop's code, domains, brand and social accounts are held by Slop Cash, S.P. (see Section 4b).

(b) Contract/admin powers

No DAO entity exists. Tokenholder governance operates through Umia decision markets over the treasury of Slop Cash, S.P., as follows.

Decision markets traded by $SLOP holders approve or reject treasury actions above the monthly disbursement cap, changes to the cap, ecosystem program releases, fee schedule changes and dissolution. Method and threshold: each proposal has a decision market with one decision token per possible outcome; the outcome whose decision token has the highest time-weighted average price over the proposal period is approved (a "SegCo Futarchic Enterprise Approval" under the Umia Launcher SPC Articles). There is no separate vote, quorum or supermajority; the market price decides.

Matters that also require the Operator's written approval in addition to a decision-market approval: winding up the S.P.; selling or exclusively licensing key IP or substantially all assets; any agreement sharing substantially all revenue or profits; appointing or removing the Operator; and amendments to the S.P. operating agreement that affect tokenholder rights. The Umia Launcher SPC board may not intervene in the S.P.'s day-to-day affairs except through an Emergency Supervisor appointed by decision market after fraud or a serious uncured breach (limited to that matter and to 12 months), or on a published independent legal opinion.

Onchain authorities, with the method of authority for each:

- Minting, burning, token pauses and non-routine treasury actions: require a decision market resolved in favour (highest time-weighted average price, as above). No individual or multisig can mint, burn, pause the token or make a non-routine treasury transfer on its own.

- Contract upgrades: 3 of 6 multisig signatures plus a 2-day timelock.

- Umia S.P. (the launch platform's own segregated portfolio): limited, temporary administrative powers to approve and relay proposals into decision markets and to pause an individual decision market. Method: a unilateral administrative action by Umia S.P.'s operator, with no tokenholder vote or threshold. Limits: these powers cannot mint, burn or pause $SLOP, cannot move treasury funds, and do not reach the S.P.'s operating agreement. Umia has described them as temporary but has not published a fixed expiry date or the conditions for their removal; Slop will disclose the expiry once Umia publishes it.

- Routine operating disbursement: the capped monthly disbursement (US$35,000) is released by the treasury contract to the Operator without a market.

- Uniswap v4 pool position: owned by the treasury, moves only through a decision market resolved in favour.

(c) Locked-token rights (conditional)

No locking or staking mechanism exists, so no additional rights attach to locked or staked $SLOP.

(d) Current tokenholder governance rights and economic arrangements

No $SLOP is in circulation or transferable as of filing, so no tokenholder rights are currently operative. The only tokens allocated before TGE are the founders' time-vested and milestone grants, which are delivered into vesting contracts and cannot be transferred before they vest (Section 6). From TGE, holders' only governance rights are the decision-market rights described in 1d and 3b. There are no presently operative or planned arrangements giving tokenholders fee-routing, revenue share, rewards, staking yield, buybacks or distributions of any kind.

(e) Control surface reliance

Same as 1e. Operational control sits with the S.P. Operator (Drew Pierson), limited to the capped monthly disbursement and day-to-day operations. Treasury decisions beyond that cap pass through decision markets traded by $SLOP holders. The founders may later form a separate services company ("Labs") to carry out development work for the S.P. under a written, arm's-length agreement. Labs would not own Slop intellectual property, and engaging it would follow the S.P.'s conflict rules. No such entity exists as of filing.

(f) Dissolution authority

No DAO entity exists. Slop Cash, S.P. can be terminated only if a termination proposal passes a decision market, together with the Operator's approval (or the written approval of an Emergency Supervisor), and with at least 90 days' advance public notice. It may also end, with the same 90 days' notice, if Umia Launcher SPC itself is wound up. On termination the Umia Launcher SPC board winds the S.P. down and applies its assets first to S.P. creditors, then to outstanding service-provider fees, and then as decided by decision market.

(a) Entity

Slop Cash, S.P., a segregated portfolio of Umia Launcher SPC, a Cayman Islands segregated portfolio company (registered office: TTA Corporate Services, George Town, Grand Cayman). The S.P. was created on 2 October 2026 by board consent of Umia Launcher SPC, with Drew Pierson appointed Operator and sole officer, and is recorded onchain through MetaLeX (Ethereum transaction 0x0d67353030695e9d410ab9740d17dfa1c6685e2d165b56ee5dfd8cc28a1f3625; public record at cybercorps.metalex.tech). $SLOP is designated its governance token. The S.P. is not a separate legal person; it is a ring-fenced portfolio whose creditors have recourse only to its own assets. It has no shares or other equity securities.

(b) IP ownership & control

The S.P. holds the Slop Cash assets under an executed Asset Purchase Agreement with both founders (October 2026) and the founder pack invention assignment: the SlopDotCash GitHub organization and code repositories (https://github.com/SlopDotCash, MIT licensed, copyright "Slop Cash and contributors"), the escrow contracts, the slop.cash and slop.tech domains, the Slop Cash name and mark, the project's social accounts (@SlopCash on X, the Slop Cash Telegram community) and hosted data. Outside contributions to the code were made under the repository's MIT license. Selling or exclusively licensing key IP requires both Operator approval and tokenholder decision-market approval. No contributor or sponsor funds transfer to the S.P.

(c) Powers over DAO, treasury, protocol-controlled resources, and token administration

Slop Cash, S.P. is the Primary Foundation and acts through its Operator (Drew Pierson). Its current powers, with the method and threshold for each:

- DAO governance: none. No DAO exists. The S.P. does not vote in or trade its own decision markets and cannot create, approve or veto a decision-market outcome; a proposal is approved when its decision token has the highest time-weighted average price over the proposal period.

- Treasury actions: the Operator alone may draw the capped monthly operating disbursement (US$35,000), enforced by the treasury contract, with no vote. Every other treasury action (spending above the cap, changing the cap, releasing ecosystem or contributor program tokens, moving the Uniswap v4 liquidity position) requires a decision market resolved in favour (highest time-weighted average price), and the major matters listed in 3b additionally require the Operator's written approval.

- Protocol-controlled resources (revenue): fees under the published schedule are paid to the S.P.'s fee wallet; using them beyond the monthly disbursement requires decision-market approval. No fee has been received to date.

- Token administration: none. The S.P. and its Operator cannot mint, burn or pause $SLOP; each requires a resolved decision market.

- Reward parameters: none. Project pools, awards and payouts are funded and approved by each project under Slop's published scoring protocol; the S.P. sets no emission, staking or reward parameter for $SLOP.

(d) Powers over DevCo

Not applicable. No DevCo exists.

(e) Contract/admin powers

Slop Cash, S.P. holds no pause, upgrade or governance-executor authority over the $SLOP token, treasury or decision-market contracts, holds no key on the 3-of-6 upgrade multisig as of filing, and holds no admin authority over Umia's auction, vesting (MetaLeX MetaVest) or liquidity contracts. The only authorities the S.P. holds over the token and treasury are the Operator's capped monthly draw (released by the treasury contract, no vote) and the Operator's written co-approval on the major matters listed in 3b.

Outside the token and treasury, the S.P. controls Slop's own escrow contracts, which run on testnet only (owner, identity attester and fee-wallet keys); no mainnet deployment happens before an independent audit (12b). Slop's off-chain software (scoring, verifiers, release pipeline) holds no funds.

Admin powers that exist over the token and treasury, with method and threshold: (1) contract upgrades: 3 of 6 multisig signatures plus a 2-day timelock; (2) minting, burning, token pauses and non-routine treasury actions: a decision market resolved in favour, highest time-weighted average price over the proposal period, no separate vote or quorum; (3) Umia S.P.'s temporary powers to approve and relay proposals and to pause an individual decision market: a unilateral administrative action by Umia S.P.'s operator, no vote or threshold, no published expiry date (see 3b); (4) Uniswap v4 pool position: decision-market approval as in (2).

(f) Current economic arrangements and distribution policies

- Capped monthly operating disbursement from the treasury (US$35,000), covering staff, infrastructure, go-to-market and legal and admin costs. The founders are paid from it as independent contractors under services agreements.

- Team allocation (Section 6): 10,000,000 time-vested tokens under executed Token Grant Agreements dated 5 October 2026, vesting from TGE with a 12-month cliff, a 25% catch-up at the cliff and continuous vesting to month 48; plus 10,000,000 milestone tokens that unlock only at sustained price milestones.

- Fees under the published schedule (1b) are received by the S.P. once a project switches payments on; none has, so no fee has been received.

- Contributors allocation (2%) and ecosystem programs (14%) are described in Sections 6 and 7.

- No dividends, profit distributions, buybacks or fee-sharing to equityholders (there are none), personnel or tokenholders.

(a) Entity

No DevCo exists as of filing. Development is carried out by the two founders as independent contractors to Slop Cash, S.P. (Section 4).

(b) IP ownership & control

No DevCo exists. No DevCo owns or controls any Slop intellectual property; the code, domains, brand and social accounts are held by Slop Cash, S.P. (Section 4b).

(c) Powers over DAO, treasury, protocol-controlled resources, and token administration

No DevCo exists, so no DevCo holds any power over governance, the treasury, protocol-controlled resources, token administration or reward parameters.

(d) Powers over Foundation

No DevCo exists, so none can influence the Foundation's decision-making.

(e) Contract/admin powers

No DevCo exists, so no DevCo holds any pause, upgrade or governance-executor authority. The authorities that do exist are listed in 3b.

(f) Current economic arrangements and distribution policies

No DevCo exists, so no mechanism directs treasury assets, fees, revenue, rewards or token distributions to a DevCo or its equityholders. The founders are paid as independent contractors from the S.P.'s capped monthly disbursement (Section 4f).

Planned, not yet executed. 2,000,000 $SLOP (2% of supply), shown as the "Contributors" allocation, will be distributed once, at TGE, to people who contributed accepted work to Slop-listed open-source repositories before a fixed snapshot on 30 September 2026.

Target segments: contributors with merged pull requests and reviewers with accepted reviews on Slop-listed repositories, as recorded in Slop's public contribution ledger. About 200 recipients.

Allocation method: pro rata to accepted work recorded in the ledger at the snapshot, with a cap of 10% of the allocation per account. Founding team accounts are excluded, and accounts identified as farming review volume are removed.

Delivery: unlocked at TGE and delivered through a claim window on Robinhood Chain. Tokens not claimed by the end of the window return to the treasury.

Commitment: Slop will publish the recipient wallet list in a public channel and provide it to Blockworks quarterly until the TGE distribution is complete.

(a) Date & component affected

No exploits affecting tokenholders or protocol funds as of 2026-10-25. $SLOP has not been issued to the public yet, so no date, chain or component is affected.

(b) Exploit vector summary

Not applicable. No exploit or incident has affected the token, its supply, tokenholder balances, the token contract, minting or burn controls, or custody of token supply as of 2026-10-25.

(c) Quantified impact

No loss of funds. No tokens or assets have been affected as of 2026-10-25.

(d) Remediation/response taken

Not applicable. No prior incidents affecting the native token have occurred as of 2026-10-25, so no remediation has been required.

(e) Current status

Not applicable. There is no open, resolved or disputed incident as of 2026-10-25.

(f) References

None. No post-mortem or advisory exists because no incident has occurred. Slop's public security disclosures, if any arise, will be published at https://github.com/SlopDotCash.

(a) Regulatory, Legal & Tax Risks

Regulatory change and TGE/listings. Laws on digital assets, token sales and decision-market governance are unsettled and differ by jurisdiction. New or conflicting rules, or regulatory action against launch platforms, auctions, prediction or decision markets, or Robinhood Chain, could delay or stop the TGE, restrict delivery of tokens to purchasers, or prevent $SLOP from being listed or kept on trading venues in some jurisdictions. $SLOP could be characterised as a security or other regulated instrument in some jurisdictions, which could require changes to the sale, distribution or governance.

Entity-level impact. Slop Cash, S.P. is a segregated portfolio of a Cayman Islands segregated portfolio company, a structure that has not been tested in disputes involving decision-market governance. Regulatory or legal change could require the S.P., the founders as service providers, Umia or MetaLeX to obtain licences, restructure or limit operations. Today Slop holds no contributor or sponsor funds and no project has payments enabled. Slop's vault mode, deployed but not yet active, relies on a Slop-operated identity attester that co-signs wallet bindings and monthly allocations, and on a Slop fee wallet that receives deducted fees and converts them to USDC; a regulator could treat parts of that workflow as money transmission, custody or escrow activity and require licensing or changes to the product before or after it is enabled.

Tokenholder tax treatment. The tax treatment of acquiring, holding, trading, participating in decision markets with, or receiving $SLOP (including through the Contributors distribution, which may be treated as income at fair market value when received) is uncertain and varies by jurisdiction. Tokenholders are solely responsible for their own tax obligations.

Jurisdictional and user access restrictions. The auction terms bar sanctioned persons and persons in sanctioned jurisdictions, and anyone whose participation would be illegal or would require a regulatory approval that is not available. The auction app blocks US-sanctioned countries and OFAC-flagged wallets. The terms do not contain a blanket ban on US persons, so US participants may take part and bear the risk that US regulators treat the sale or the token differently from the issuer's view; future regulatory action could require restrictions to be added after launch. Participants are responsible for confirming that participation is lawful where they are. Restrictions could exclude some contributors from the auction or the Contributors claim, reduce liquidity, and expose participants who break them to legal risk.

(b) Protocol, Technology & Security Risks

Upgrade and admin keys. Contract upgrades are controlled by a 3-of-6 multisig with a 2-day timelock, and Umia S.P. holds temporary admin powers over proposal relaying and pausing individual decision markets. A compromised or colluding multisig could upgrade contracts in ways that change token or treasury behaviour after the timelock, and misuse of the temporary powers could delay or block governance. Slop's vault contracts rely on keys the project team operates: an identity attester that co-signs contributor-signed wallet bindings and each project's monthly allocation, a fee wallet key that claims and converts fees, and owner-held upgrade keys for the EVM factories and vaults and for the Solana program that can replace contract logic immediately, with no timelock. Wallet bindings and award payments have no waiting period, so a compromised attester key together with an attacker-controlled wallet could redirect unpaid awards; the project owner has accepted that risk in writing. A compromised upgrade key could change the logic governing deposited funds.

Bugs and design flaws. The token, auction, treasury and decision-market contracts are Umia's, built on Uniswap's Continuous Clearing Auction design and Uniswap v4, and deployed on Robinhood Chain, a new Ethereum layer 2. Bugs in any of these, or failures of Robinhood Chain's sequencer, bridge or settlement to Ethereum, could cause loss of funds, mispriced auctions, incorrect governance outcomes or halted trading. Early-round eligibility relies on Reclaim Protocol zkTLS proofs, and vesting on MetaLeX MetaVest; flaws in either could let ineligible parties participate or misroute vested tokens. Slop's own off-chain software (scoring, receipt verification, funding and settlement verifiers, the release pipeline) does not hold funds, but bugs there could misstate contribution records or payout verification. Slop's vault contracts (Base, Ethereum, Solana, Robinhood Chain) would hold sponsor funds once a project funds one and enables payments.

Security measures and limitations. Umia's contracts were audited by Certora (https://certora.com/reports/umia). Slop's vault contracts went through two AI-assisted internal security reviews in October 2026 (12 October: no critical findings, one high and two medium, with fixes merged; 24 October: a red-team review of the contracts as deployed). Neither is an independent audit. The project owner waived the independent smart-contract audit and the legal review of the signer and attester roles on 24 October 2026, and the contracts were deployed to mainnet the same day without them; no independent audit is scheduled. Slop's own wallet registration, receipt verification, scoring and verifier software have not been independently audited. Slop has no formal verification. Slop operates a private security bounty product for projects but has no open program on its own code as of filing. Audits and reviews cover a point in time and can miss bugs, economic attacks, compromised keys and dependency failures. Contributor wallets have already been targeted by address-poisoning (lookalike address) attempts; Slop's verifiers check transfers against approved addresses, but users can still be misled outside Slop's software.

(c) Token Economics, Unlocks & Incentive Risks

Critical economic assumptions. The product is tokenless, so demand for $SLOP does not come from product usage. Treasury runway depends on the auction raise and the monthly disbursement cap (about 9 months at the US$400,000 minimum raise, about 23 months at US$1,000,000, after the liquidity pairing). Slop is pre-revenue: fees are charged only once a project switches payments on, and none has. If funded projects do not grow, the treasury may need decision-market approval for spending or programs that reduce its holdings.

Unlocks and supply. 56% of supply is liquid at TGE (auction, protocol-owned liquidity and the Contributors allocation). Recipients of the Contributors distribution may sell at once. Team time-vested tokens release 25% (2,500,000) at month 12 and then vest continuously through month 48. The performance reserve releases 2,000,000 tokens at each of five price milestones, which could add supply at higher prices. Release of the 14% ecosystem allocation, the 8% treasury and the launch-provider allocation adds supply when approved or when lockups end.

Governance control over monetary policy and rewards. Decision markets can mint new $SLOP or burn existing $SLOP, which could dilute holders. Decision markets can also change the monthly disbursement cap, fee schedule, ecosystem program releases and treasury spending. Thin markets, concentrated holdings or manipulation could lead to decisions that reduce treasury value or redirect resources against the interests of some holders. Decision-market governance is new and has a limited track record.